SHARE PURCHASE AGREEMENT AMONG FOCUS MEDIA HOLDING LIMITED, CGEN DIGITAL MEDIA COMPANY LIMITED THE SELLING SHAREHOLDERS AND THE OTHER PARTIES LISTED HEREIN DATED AS OF December 8, 2007Share Purchase Agreement • May 6th, 2008 • Focus Media Holding LTD • Services-advertising agencies • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of December 8, 2007, among CGEN DIGITAL MEDIA COMPANY LIMITED, a company with limited liability organized under the laws of the Cayman Islands (“CGEN” or the “Company”), the Other Management Parties (as defined below), the Management Shareholder (as defined below, and together with the Other Management Parties and the Company, the “Seller Parties”), the other selling shareholders of the Company set forth on the signature pages hereto and Medley Opportunity Fund Ltd. (the “Other Selling Shareholders”, and together with the Management Shareholder, the “Selling Shareholders”) and FOCUS MEDIA HOLDING LIMITED, a company with limited liability organized under the laws of the Cayman Islands (“Focus Media” or “Buyer”).
CALL OPTION AGREEMENT AMONG SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD CGEN DIGITAL TECHNOLOGY (SHANGHAI) COMPANY LTD AND SHANGHAI CGEN CULTURE COMMUNICATION COMPANY LTD DATED AS OF January 5 2008Call Option Agreement • May 6th, 2008 • Focus Media Holding LTD • Services-advertising agencies
This Call Option Agreement (this “Agreement”) is entered into in Shanghai of the People’s Republic of China (the “PRC”) as of January 5 2008 by and among the following Parties:
EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT BETWEEN CGEN DIGITAL TECHNOLOGY (SHANGHAI) COMPANY LTD AND SHANGHAI CGEN CULTURE COMMUNICATION COMPANY LTDExclusive Technology Consulting • May 6th, 2008 • Focus Media Holding LTD • Services-advertising agencies
CGEN Digital Technology (Shanghai) Company Ltd (hereinafter “Party A”), a wholly foreign owned limited liability company established and validly existing under the law of People’s Republic of China (PRC); and
EQUITY PLEDGE AGREEMENT AMONG SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD CGEN DIGITAL TECHNOLOGY (SHANGHAI) COMPANY LTD AND SHANGHAI CGEN CULTURE COMMUNICATION COMPANY LTD DATED AS OF January 5 2008Equity Pledge Agreement • May 6th, 2008 • Focus Media Holding LTD • Services-advertising agencies
This Equity Pledge Agreement (hereinafter, this “Agreement”) is entered into in Shanghai of the People’s Republic of China (hereinafter “PRC”) as of January 5 2008 by and among the following Parties:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2008 • Focus Media Holding LTD • Services-advertising agencies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 2, 2008, by and among Focus Media Holding Limited, a company with limited liability organized under the laws of the Cayman Islands (the “Company”), each of the Persons listed on Schedule A hereto (the “CGEN Holders” and, individually, a “CGEN Holder”), who represent all the shareholders and option holders of CGEN Digital Media Company Limited, a company with limited liability organized under the laws of the Cayman Islands (“CGEN”).
SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT AMONG SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD CGEN DIGITAL TECHNOLOGY (SHANGHAI) COMPANY LTD AND SHANGHAI CGEN CULTURE COMMUNICATION COMPANY LTD DATED AS...Shareholders’ Voting Rights Proxy Agreement • May 6th, 2008 • Focus Media Holding LTD • Services-advertising agencies
This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into in Shanghai of the People’s Republic of China (hereinafter “PRC”) as of January 5 2008 by and among the following Parties:
